PreveCeutical Announces Mailing and Filing of Annual General and Special Meeting Materials in Connection with a Proposed Arrangement with BioGene Therapeutics

Rhea-AI Summary

PreveCeutical Medical (OTCQB:PRVCF) has announced the filing and mailing of meeting materials for its upcoming annual general and special meeting scheduled for October 10, 2025. The meeting will address a proposed arrangement with BioGene Therapeutics, involving a spin-out of 12 million BioGene common shares to PreveCeutical shareholders on a pro rata basis.

The company has received an interim order from the British Columbia Supreme Court on September 9, 2025, authorizing the meeting. The meeting materials are now available on SEDAR+ and the company's website.

Positive

• Planned spin-out of 12 million BioGene Therapeutics shares to benefit shareholders
• Court approval received for proceeding with the arrangement

Negative

• None.

Vancouver, British Columbia--(Newsfile Corp. - September 19, 2025) - PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the "Company" or "PreveCeutical"), announces that further to its News Release of September 4, 2025, it has filed with the applicable Canadian securities regulatory authorities the management information circular dated September 9, 2025 and related meeting materials of the Company (the "Meeting Materials") for use at the annual general and special meeting (the "Meeting") of shareholders of PreveCeutical (the "PreveCeutical Shareholders") to be held in connection with the proposed plan of arrangement (the "Arrangement") to be effected under Part 9, Division 5 of the Business Corporations Act (British Columbia) with BioGene Therapeutics Inc. ("BioGene"), pursuant to which PreveCeutical intends to spin-out 12,000,000 common shares of BioGene to the PreveCeutical Shareholders on a pro rata basis. The Company obtained an interim order from the British Columbia Supreme Court (the "Court") on September 9, 2025, authorizing the Company to call the Meeting. The Meeting has been scheduled for October 10, 2025, and the Meeting Materials have been mailed to the PreveCeutical Shareholders entitled to vote at the Meeting. The Meeting Materials are available on the Company's SEDAR+ profile at www.sedarplus.ca and on the Company's website at https://www.preveceutical.com/investors/annual-general-meetings/.

About PreveCeutical

PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products. PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for diabetes and obesity; the Sol-gel Program; Nature Identical™ peptides for treatment of various ailments; nonaddictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury). For more information about PreveCeutical, please visit our website www.PreveCeutical.com or follow us on Twitter and Facebook.

On behalf of the Board of Directors of PreveCeutical

Stephen Van Deventer, Chairman and Chief Executive Officer 

For further information, please contact:

Stephen Van Deventer: +1 604 306 9669 Or 
Investor Relations ir@preveceutical.com

Neither the CSE nor any Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Arrangement, whether or not the Company will proceed with the Arrangement as current proposed or at all, the anticipated timeline of the Arrangement, the expected terms and structure of the Arrangement and the parties' ability to satisfy closing conditions and receive necessary approvals and the belief that the Arrangement will provide value as a stand-alone asset. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including: the inability to obtain regulatory, Court or PreveCeutical Shareholder approval, the inability of PreveCeutical or BioGene to finance growth and transactions expenses, and other risks as set out in the Company's periodic disclosure documents available on SEDARplus.ca. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Arrangement will occur or that, if the Arrangement does occur, it will be completed on the terms described above. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267258

FAQ

What is the purpose of PreveCeutical (PRVCF) special meeting on October 10, 2025?

The meeting will address a proposed arrangement to spin out 12 million common shares of BioGene Therapeutics to PreveCeutical shareholders on a pro rata basis.

How many BioGene Therapeutics shares will PRVCF shareholders receive in the spin-out?

PreveCeutical plans to distribute 12,000,000 common shares of BioGene Therapeutics to shareholders on a pro rata basis.

When and where can PRVCF shareholders access the meeting materials?

The meeting materials are available on SEDAR+ (www.sedarplus.ca) and PreveCeutical's website under the investors/annual-general-meetings section.

What regulatory approvals has PreveCeutical received for the BioGene arrangement?

PreveCeutical has received an interim order from the British Columbia Supreme Court on September 9, 2025, authorizing the company to call the meeting.